Half-year Results

ProService Building Services Marketplace plc

Transformation to a pure-play marketplace complete

ProService Building Services Marketplace plc ("ProService" the "Company" or the "Group") today announces results for the six-month period ended 30 September 2025.

Readers should note these results are based on the activities of HSS Hire Group PLC prior to the completion of the commercial agreement with Speedy Hire PLC (on 17 November 2025) and the equity investment by Speedy Hire PLC in ProService, and the disposal of The Hire Service Company (the "Transaction"). The comparative results for H1 2024 are for a different period than the 6 months to 30 September 2025, being the 26 weeks to 29 June 2024, and include THSC for the entire period, but exclude HSS Hire Ireland Ltd which was sold in May 2025.

Financial and Operational Highlight for 6 months to 30 September 2025

· Final stage of the re-organisation of THSC prior to its disposal completed post period end

· Revenue for the period of £135.6m, a decrease of 13.9% compared to the prior period

· Gross profit margin increased from 44.5% to 46.1%

· Reduction in revenue, together with increased costs in the run up to completion of the deals resulted in Underlying EBITDA reducing by £9.1m to £14.2m

Operational Highlights - since the reporting date

· Commercial supply agreement and dealings with Speedy Hire PLC ("Speedy Hire") commenced on 17 November 2025 as previously announced

· The Hire Service Company ("THSC") disposal also completed on 17 November 2025 ("Completion")

· Change of name from HSS Hire Group PLC ("HSS") to ProService Building Services Marketplace plc ("ProService") was effective on 28 November 2025

· Early trading post completion of the Speedy Hire commercial supply agreement has been positive but some integration disruption experienced which will continue to some extent for the rest of the financial year as high equipment volumes run through the platform to the new supplier

· The new rehire, resale and training business arrangements with Speedy Hire have commenced but are in the early stages of ramping up to their expected run rate and will take time to build and the additional costs absorbed to manage this business are not yet offset by these new revenues

· Debt refinancing discussions ongoing and expected to conclude in the first six months of 2026

Current Trading & Outlook

· As previously flagged, trading conditions remain challenging, with a weak commercial environment impacting performance.

· Disruption to the core hire business and the execution of strategic transactions have adversely affected FY26 revenues and margins, with additional costs incurred post-completion of the Speedy Hire agreement. The Group now expects FY26 revenue of c. £260m (continuing operations, excluding THSC), and Underlying EBITDA of around break even

· FY27 is expected to be a transitional year. Given the transformative nature of the Speedy Hire commercial deal, and despite no sign yet of any improvement in market conditions, the Board believes that FY27 results are expected to be in line with market expectations

· The Board remains confident in the asset-light marketplace model and the Speedy Hire rehire and training opportunity

Alan Peterson, Non-Executive Chairman of ProService Building Services Marketplace plc commented:

"Our transformation to an asset-light, pure-play marketplace is now complete. The final step in this journey was renaming our group to ProService Building Services Marketplace plc and we are now very much looking forward to the next phase of growth. This milestone follows the successful completion of our commercial agreement with Speedy Hire and the disposal of THSC.

Our exclusive contract to supply rehire, certain resale, and training services to Speedy Hire's customers represents a material revenue growth opportunity. Operational integration is progressing with systems and processes being put in place to facilitate a smooth provision of services between Speedy Hire and ProService.

Early indications from limited trading since Completion are encouraging, and the Board remains confident that once fully operational, the Speedy Hire supply agreement will enhance ProService's net margins and be earnings-accretive in the financial year ending March 2027."

Notes

1) Results for H126 include THSC but exclude HSS Hire Ireland which was disposed in May 2025. Results for H124 exclude the ABird Limited, ABird Superior Limited and Apex Generators Limited (together the 'Power' Companies) which were disposed of in March 2024 and HSS Hire Ireland Limited.

2) Underlying EBITDA is defined as operating profit before depreciation, amortisation, interest and non-underlying items. For this purpose, depreciation includes the net book value of hire stock losses and write offs, and the net book value of other fixed asset disposals less the proceeds on those disposals.

3) Underlying EBITA defined as Underlying EBITDA less depreciation.

4) Underlying Loss before tax defined as Loss before tax excluding amortisation of brand and customer lists and non-underlying items.

5) For the purpose of this announcement, the Group believes market consensus for FY26 for the continuing operations of ProService (excluding THSC) to be revenues of £274.8m and underlying EBITDA of £7.2m and for FY27 to be revenues of £375.8m and underlying EBITDA of £19.6m

6) .Proforma information for ProService for the 6-month period to September 2024 is calculated based on the assumption that the re-organisation that completed on 1 October 2024 had completed at the start of the period.

Notes to editors

On 28 November 2025 HSS Hire Group plc was renamed ProService Building Services Marketplace plc (ticker symbol PRO.L) ("ProService"). ProService is the leading Digital marketplace business focussed on buyer and seller acquisition. Technology driven, scalable and uniquely differentiated. Wide range of building services, including hire, resale, materials, training and more. For more information, please see www.hsshiregroup.com.

For further information, please contact:

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014 as it forms part of domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018, as amended (together, "MAR"). Upon the publication of this announcement, this inside information is now considered to be in the public domain. The person responsible for arranging the release of this announcement on behalf of HSS is Richard Jones, Interim Group Chief Financial Officer.

Chairman's Report

These are the last results we will publish relating to the business prior to its transformation into a pure-play marketplace business with the Transactions announced on 6 October 2025, which completed on 17 November 2025 ("Completion"). The final step in our transformation was renaming HSS Hire Group plc to ProService Building Services Marketplace plc on 28 November 2025 with our ticker symbol on the AIM segment of the London Stock Exchange changing from HSS to PRO on 1 December 2025. I would like to thank all our colleagues who worked so hard to complete the workstreams required to deliver this complex set of transactions and would also like to welcome colleagues who have joined us from Speedy Hire.

Early post Transaction announcement and Completion trading

Following the Transaction announcement in October 2025, the Group continued to trade broadly in line with management expectations to the extent possible. However inevitably some disruption occurred in the period to Completion, particularly in THSC, which faced the greatest changes to its operations and this had a corresponding impact on ProService on related supply of equipment.

The commercial supply agreement with Speedy Hire commenced on 17 November 2025 and was planned to deliver a smooth handover and minimise the disruption to our ProService customers, with Speedy Hire acquiring equipment out on hire to ProService customers on that date and ProService's tech platform ("Brenda") integrated with Speedy Hire's IT system to allow for automated routing of hire orders under the agreed Right of First Refusal ("ROFR") for a broad range of equipment. In addition, following detailed prior consultations with all affected staff, all of the TUPE transfers of staff completed on 17 November 2025 with ProService taking on c.40 colleagues from Speedy Hire's rehire and resale operation, 20 colleagues from Speedy Hire's training business, and ProService taking the leases to a training centre and c.20 vehicles.

Early current challenges have related mainly to managing the volume of hire orders migrated to and subsequently placed with Speedy Hire, which has been exacerbated by the time required for the THSC Central Distribution Centres ("CDC"'s) transferred to Speedy Hire from THSC at completion to become operational as Speedy Hire locations.

A significant aspect of the commercial supply arrangement with Speedy Hire is that ProService now has an exclusive contract to supply rehire, most resale and all training services to Speedy Hire for new orders commencing post Completion. This represents a material revenue growth opportunity for ProService but will take time to grow to its expected run rate given the longer lead times to which Speedy Hire's customer base operates in respect of new rehire orders than certain of ProService's customer base. In time, ProService will also benefit from the rehire and resale elements of new contracts won by Speedy Hire.

Disposal of THSC

The disposal of THSC completed on 17 November 2025 following the transfer of c.380 colleagues under TUPE to Speedy Hire and the sale of equipment on hire to ProService's customers to Speedy Hire. Following Completion ProService continue to use THSC as a supplier of certain equipment through a right of first refusal ("ROFR") agreed at the time of the Transaction.

Financial position following Completion

Recognising that we will not publish financial statements reflecting the impact of the Transaction until we report our results for the year ended 30 March 2026 ("FY26"), in order to aid the understanding of the impact of the deals completed on 17 November 2025 we have produced a proforma balance sheet based on the balance sheet as at 30 September 2025 as if Completion had occurred on that date ("30 September 2025 Proforma").

30 September 2025 Proforma net assets were £62.5m with proforma net debt, following the disposal of THSC, of £24.8m, and assumes the payment of the initial £16.0m seller contribution to Project Mansell Newco Limited, a newly formed company indirectly owned by investment funds managed by Endless LLP ("Bidco"). Gross bank debt remained unchanged at £44.9m.

The proforma balance sheet at 30 September 2025 is unaudited and has been prepared by adjusting the balance sheet position for THSC at Completion, adding the remining £10.0m deferred dowry liability to the purchaser of THSC and increasing cash for the retained proceeds from the Transaction.

Board and Management

At the time of Completion, on 17 November 2025 the Group announced changes to the Board with Steve Ashmore leaving the business with immediate effect and Richard Jones stepping down from the Board by 31 January 2026 and subsequently leaving the business on 31 March 2026 after a period of handover.

I would like to take the opportunity to welcome new colleagues transferring from Speedy Hire under TUPE from their rehire, resale and training operations and to thank them for their positive contribution already to growing our marketplace business.

Summary of H1 FY26 Group performance

Comparisons from H124 to H126 are given without any adjustment for the seasonality impact of the different periods with H126 representing the 6-month period from 1 April 2025 to 30 September 2025 and H124 representing the 26-week period from 1 January 2024 to 29 June 2024.

Revenue in H126 was £135.6m, which represents a decrease of £21.8m or 13.9% compared to the previous period (H124: £157.4m). This reflected both the difficult market conditions and the impact on Group revenue of the reduction in our THSC CDC footprint following the material restructuring of the THSC business in FY25 and early FY26, partially offset by modest growth in our ProService platform rehire and growth in our non-hire business, in particular the supply of fuel. The gross profit margin for the period was 46.1% which was an improvement against the previous period figure of 44.5%, driven both by a change of mix and a reduction in depreciation on hire stock following the impairment in the prior period. This resulted in gross profit reducing by £7.5m to £62.5m (H124: £70.0m).

Underlying EBITDA for the period reduced by £9.1m to £14.2m (H124: £23.3m). This was driven mainly from the £7.5m gross profit decrease noted above together with the impact of additional costs relating to the separation of the business into two autonomous divisions, offset somewhat by cost savings from the restructuring activities in THSC last year and earlier this year. Underlying EBITA decreased by £0.6m in the period to £4.8m (H124: £5.4m) which was primarily driven by the reduction in the Underlying EBITDA noted above but offset by the reduction in the depreciation charge following the impairment charge in the previous period, which reduced the depreciation rate on the Group's assets. The reduction in Underlying EBITA resulted in operating profit decreasing £3.2m to an operating loss of £1.2m (H124: profit of £2.0m).

The Group incurred non-underlying expenses of £5.2m in the period (H124: £2.5m). The increase period on period is mainly due to fees and other costs relating to the commercial agreement with Speedy Hire and the disposal of THSC incurred in the period. The Group also incurred significant costs in respect of the THSC CDC network restructure in the period. Total non-underlying costs were partially offset by insurance proceeds of £1.8m relating to the recovery of COVID-19 related business interruption costs.

ProService H1-26 performance

Revenue for the period was £118.9m (H124: £156.8m). Revenue declined by 13% compared to proforma⁶ revenues for the 6-month period to September 2024 (Proforma 2024: £135.4m). This decline was mainly in our Hire vertical, reflecting weak trading conditions, the impact of the reduction in THSC's number of sites and hire equipment asset base, but also includes the full impact of the loss of the previously announced Amey contract. This was offset somewhat by increased revenue from all other verticals.

Underlying EBITDA for the period was £2.8m (H124: £8.3m). Compared to proforma Underlying EBITDA for the period, Underlying EBITDA declined by £3.9m (Proforma 2024: £6.7m) reflecting the reduced revenue and margin pressure offset somewhat by a reduction in indirect costs.

Update on net debt and refinancing 

The Group's net debt as at 30 September 2025 was £86.0m, which included total bank debt of £44.9m comprising £39.9m of term debt and £5.0m revolving credit facility ("RCF").

As part of the lender consent to the Transaction, an amortisation schedule was agreed with the lenders to repay £10m of term debt between December 2025 and June 2026 with the first £4m payment due to be paid in December 2025. In addition, the RCF facility was reduced to the £5m drawn amount from 6 October 2025.

As noted above, proforma 30 September 2025 net debt at Completion was £24.8m which was lower than the previous guidance of £26.0m - £30.0m and is after taking account of the reduction in IFRS16 lease liabilities following the disposal of THSC. This measure excludes the additional £10.0m liability for the deferred dowry relating to the disposal of THSC which is due to be repaid during the period June to December 2026 and the agreed amortisation of term debt of £10.0m from December 2025 to June 2026.

Debt refinancing discussions continue with a number of parties to fully refinance the outstanding term debt and RCF facilities. These discussions are progressing well and are expected to conclude in the first six months of 2026, well ahead of the expiry of the existing facilities in September 2026.

Current Trading & Outlook

As announced on 17 November 2025, trading in the year has been, and continues to be challenging, with our execution of a series of transformative deals being undertaken against a backdrop of a poor commercial environment that has if anything deteriorated as we have progressed through the year. This, together with the disruption to our THSC business, had a negative impact on our revenues and our margins in the period leading up to completion of the Transaction and Completion occurred later than we had originally expected.

Since Completion, we have faced some teething problems with implementation of the Speedy Hire agreement and have absorbed a material amount of additional cost while we slowly build additional revenue momentum from rehire and training. As a result, we now expect revenues for FY26 to be c. £260m on a continuing basis (i.e. excluding THSC) and adjusted EBITDA of around break-even for FY26.

However, despite the current teething problems which were to be expected given the scale of the commercial supply agreement with Speedy Hire, the sale of THSC equipment on hire and the transfer of sites to Speedy Hire, the activity with Speedy Hire is progressing and we are working on the opportunities for growth in rehire, re-sale and training given the longer lead times for this activity.

Looking ahead to FY27 and beyond, we are confident that we can continue to further develop our asset-light marketplace business and grow revenues from Speedy Hire relating to both rehire, re-sale and training to their full potential. This, as expected, will take time. Furthermore, it will also take time to optimise our cost base, particularly our headcount-related costs, as we implement more efficient processes and develop our IT roadmap.

Whist the current market remains difficult with no sign yet of any improvement, given the transformative nature of the commercial arrangement with Speedy and our potential to continue to drive growth in both hire and non-hire, we expect that FY27 will be in line with market expectations⁵.

Our next trading update is expected to be in April 2026.

Alan Peterson OBE

Chairman

19 December 2025

ProService Building Services Marketplace plc

Unaudited condensed consolidated income statement

The notes form part of these condensed consolidated financial statements.

1. The notes supporting the income statement have been restated to disclose continuing operations (note 2).

Unaudited condensed consolidated statement of comprehensive income

The notes form part of these condensed consolidated financial statements.

Unaudited condensed consolidated statement of financial position

The notes form part of these condensed consolidated financial statements.

Unaudited condensed consolidated statement of changes in equity

The notes form part of these condensed consolidated financial statements.

Unaudited condensed consolidated statement of cash flows

The notes form part of these condensed consolidated financial statements.

Notes forming part of the unaudited condensed consolidated financial statements

1. General information

The Company is a public limited company, is quoted on the AIM market of the London Stock Exchange and is incorporated and domiciled in the United Kingdom. The address of the registered office is Building 2, Think Park, Mosley Road, Manchester M17 1FQ. These condensed consolidated financial statements comprise the Company and its subsidiaries (the 'Group') and cover the 6-month period ended 30 September 2025.

The Group is primarily involved in providing tool and equipment hire and related services in the United Kingdom, details of the developments in the period, along with the effects of seasonality, can be found in the Chairman's Statement and Group Financial Performance.

The condensed consolidated financial statements were approved for issue by the Board on 18 December 2025.

The condensed consolidated financial statements do not constitute the Statutory Accounts within the meaning of Section 434 of the Companies Act 2006 and have not been subject to audit by the Group's auditor. Statutory Accounts for the period ended 31 March 2025 were approved by the Board on 5 October 2025 and delivered to the Registrar of Companies. The auditor's report on those accounts was unqualified and did not contain a statement under Section 498(2) or (3) of the Companies Act 2006.

2. Basis of preparation and significant accounting policies

The condensed consolidated financial statements for the 6 months ended 30 September 2025 have been prepared in accordance with IAS 34 Interim Financial Reporting. The condensed consolidated financial statements should be read in conjunction with the Group's Annual Report and Accounts for the period ended 31 March 2025, which were prepared in accordance with IFRS as adopted by the UK (IFRS).

Under the requirements of IFRS5, the group has restated certain income statement disclosures to present the comparative figures on a continuing operations basis. For details of the discontinued operation please see note 17 business disposals.

Accounting policies are consistent with those in the Statutory Accounts for the period ended 31 March 2025.

Going concern

At 30 September 2025, the Group's financing arrangements consisted of a drawn senior finance facility of £39.9m, and a revolving credit facility (RCF) of £20m of which £5.0m was drawn. Cash at the balance sheet date was £18.9m providing available liquidity of £33.9m (31 March 2025: £43.9m). Both the senior finance facility and RCF are subject to net debt leverage and interest cover financial covenant tests each quarter.

In determining whether the Going Concern basis of preparation is appropriate, the Group considers its ability to continue in operation whilst meeting its liabilities as they fall due for the foreseeable future. This assessment includes consideration of the Group's covenants in respect of the term loan and revolving credit facility (RCF).

In connection with the release of the Group's 31 March 2025 Annual Report, the Group evaluated base case forecasts and under the base case scenario, the forecasts indicated a breach of the Group's financial covenants during the assessment period and insufficient liquidity to settle the Group's bank facilities when they fall due at the end of September 2026.

As noted at the previous period end, should a breach of covenants occur, the facilities may be withdrawn and require immediate repayment. The Group's forecast cash remains insufficient to immediately repay these if repayment is demanded following a breach of covenants, or to repay the facilities at the settlement date.

Since the balance sheet date, as part of the Group's long-term strategic aims, the Directors have entered several commercial arrangements which completed on 17 November 2025 and are expected to increase the profitability of the remaining Group. The Group has also commenced a refinancing exercise, successful completion of which is expected to resolve the covenant issue.

The strategic initiatives (as discussed in more detail in the post-balance sheet events note) include:

· An arrangement between HSS ProService and SpeedyHire for ProService's platforms to be used to serve Speedy's customers' rehire, resale and training needs.

· Speedy Hire becomes the primary supplier for provision of equipment for hire using their national network to provide an improved offering to ProService's customers.

· The sale of THSC to funds managed by Endless LLP following the Board's strategic review of the business.

Consent from the Group's lenders for the above transactions also includes the provision of a covenant waiver and adjustment for the post-disposal period to allow the Group time to embed the operational changes, but no commitment to refinance the Group's existing bank facilities at the end of their current term, it also included a reduction in the RCF facility to the £5m drawn balance and a requirement for the Group to have significantly progressed with a refinance before the end of the 31 March 2026 financial year.

Notwithstanding the completion of the above Commercial Arrangements in November, covenant breaches could still occur whilst the new contractual arrangements are being embedded into the business and the loan facilities remain due for repayment at the end of September 2026, until since time as a successful refinance can be completed.

Should trading or working capital downsides occur after the completion of the Commercial Arrangements and covenants subsequently breach or liquidity headroom is eroded, or if the Group's bank facilities are not refinanced in due course, the facilities may be withdrawn and require immediate repayment.

As such, the Group and therefore the Company, may be unable to realise its assets and discharge its liabilities in its ordinary course of business. However, the Group continues to explore refinancing options with existing and alternative lenders and remains confident that new facilities will be in place prior to the expiry of existing ones.

As a result, the Directors acknowledge the existence of a material uncertainty, which may cast significant doubt upon the Group and Company's ability to continue as a going concern.

Despite the existence of a material uncertainty, the Directors consider that the Group has adequate resources to continue in operational existence for the foreseeable future and that it remains appropriate to prepare the financial statements for the Company on a going concern basis.

As the financial statements have been prepared on a going concern basis, they do not include any adjustments that would be required should the going concern basis of preparation no longer be appropriate. Such adjustments could be material and could affect the carrying amounts assets and liabilities reported in the statement of financial position.

3. Segmental reporting

As discussed in the Group's FY24/25 financial statements, the Group had moved on from the legal separation of ProService and Operations in 2022, to full separation of the commercial and operational activities of both of the major divisions. The two main divisional structures for the Group are:

· ProService - Digital marketplace business focused on customer and supplier acquisition. Technology-driven, extremely scalable and uniquely differentiated including training services.

· Operations - Fulfilment business including power generation, focused on health and safety and quality, with circular economy credentials, comprehensive national footprint and high customer satisfaction.

The Group originally formalised the commercial and operational separation of THSC and ProService through a Business Transfer Agreement ('BTA') at the end of September 2024. This agreement involved the transfer of assets and liabilities; certain specific customer contracts and employees were also transferred.

Since the period end, the Group has announced a number of strategic initiatives which collectively represent the completion of the operational separation of these two divisions. The transaction was originally announced to the market on 6 October 2025 and completed on 17 November 2025, all taking place after the balance sheet date.

This post balance sheet event has significant implications on segmental reporting going forwards and has been discussed in more detail in note 20.

Firstly, as a result of the transaction, THSC (the 'Operations - UK' segment) has been disposed of subsequent to the balance sheet date and as of 17 November 2025, is no longer a part of the Group. The division has not been presented as a disposal group held for sale at the balance sheet as the division was not available for sale in their present condition as lender approval for the transaction had not been obtained at the balance sheet date. Lender approval was ultimately received in October 2025.

As a result of not being presented as a disposal group held for sale, the segment continues to be included in continuing operations at the balance sheet date and the segmental reporting disclosures continue to include THSC. This will not be the case at the year end when the business divestiture will have completed and will be shown as a discontinued operation.

THSC will no longer be the preferred supplier for HSS ProService in the future, who will instead have a right of first refusal in place with Speedy Hire instead. THSC will continue to act as a supplier to the Group post-disposal as a third party and will have a right of first refusal exclusively on certain product lines not transferred to Speedy Hire as part of the Commercial Agreement.

Accordingly, the Group going forwards will be comprised of HSS ProService, whose revenues are expected to grow as a product of the commercial agreement and the additional rehire volumes through Speedy Hire. As the Group continues to change and internal reporting is updated to meet the changing requirements of the Chief Operating Decision Maker, the structure of the Group's segments may change alongside this change in structure.

Despite this, no such changes to internal reporting had taken place at the period end and these interim financial statements are prepared on the same basis as those included in the Group's latest Annual Report. In addition, the Group's Chief Operating Decision Maker continues to be the Board of Directors for the Group as a whole during the interim period.

All segment revenue, operating profit, assets and liabilities are attributable to the principal activity of the Group, being the provision of tool and equipment hire and related services in, and to customers in, the United Kingdom.

No single customer represented more than 10% of Group revenue in the current year (H1-24: none).

3. Segmental reporting (continued)

The 'Eliminations' column shows the value of eliminations in revenue between the trading segments Operations - UK and ProService. Corporate includes only those corporate costs incurred centrally to support the businesses.

3. Segmental reporting (continued)

3. Segmental reporting (continued)

In the prior period, the Group designated the assets and liabilities of HSS Hire Ireland Limited as held for sale. This entity represents the entirety of the Operations - Ireland segment and accordingly does not feature in the segmental balance sheet above as at 31 March 2025.

4. Other operating income

During the period sub-let rental income of £0.1m (26 weeks ended 29 June 2024: £0.2m) was received on properties no longer used by the Group for trading purposes.

Proceeds from insurance claims of £1.8m relate to amounts recovered through claims against business interruption insurance policies for losses sustained by the Group during the COVID-19 pandemic and are presented as other income (26 weeks ended 29 June 2024: £Nil).

1The notes supporting the income statement have been restated to disclose continuing operations (note 2).

5. Non-underlying items

Items of income or expense have been shown as non-underlying because of their size and nature or because they are outside the normal course of business. During the 6 months ended 30 September 2025 the Group has recognised non-underlying items as follows: